Companies Act

• Coming into Force: 20 March 2007
• Act Number: 7
• Year: 2007
• Citation: No. 7 of 2007

Contenidos

• Short title and date of operation.
• Legal status and capacity of a company.
• Different types of companies.
• Method of incorporating a company.
• Incorporation of a company.
• Requirements as to name.
• Restrictions on names.
• Change of name.
• Public notice of name.
• Direction to change name.
• Change of name upon change of status of company.
• Use of company name and company number.
• Contents of articles.
• Application of model articles.
• Adoption or amendment of articles.
• Effect of articles.
• Effect of statement of objects in articles.
• Right of shareholders to a copy of the articles.
• Method of contracting.
• Attorneys.
• Authority of directors, officers and agents.
• No constructive notice.
• preincorporation contracts may be ratified.
• Warranties implied in preincorporation contracts.
• Failure to ratify.
• Authentication of documents by company.
• Articles of a private company.
• Company ceasing to be a private company.
• Company may become a private company.
• Private companies need not keep interests register.
• Unanimous agreement of shareholders.
• Application for incorporation of a company limited by guarantee.
• Company limited by guarantee must have articles.
• Power to dispose with "limited" in the name of charitable and other companies.
• Provisions which apply to companies limited by guarantee.
• Dating of prospectus.
• Specific requirements as to particulars in prospectus.
• Expert's consent to issue of prospectus containing statement by him.
• Consent of bank or attorney-at-law or auditor necessary for inclusion of name in prospectus.
• Registration of prospectus.
• Civil liability for untrue in prospectus.
• Criminal liability for untrue statements in a prospectus.
• Document containing offer of shares or debentures for sale to be deemed a prospectus.
• Interpretation of provisions relating to prospectuses.
• Prohibition of allotment unless minimum subscription is received.
• Effect of irregular allotment.
• Applications for and allotment of shares and debentures.
• Construction of reference to offering shares or debentures to the public.
• Nature and types of shares.
• Initial shares.
• Issue of shares.
• Consideration for issue of shares.
• Pre-emptive rights to new issues.
• Method of issuing shares.
• Calls on shares.
• Distributions.
• Solvency test.
• Stated capital.
• Reduction of stated capital.
• Dividends.
• Recovery of distributions.
• Reduction of shareholder liability to be a distribution.
• Company may acquire or redeem its own shares.
• Purchase of own shares.
• Enforceability of contract to purchase shares.
• Meaning of "redeemable".
• Redemption option of company.
• Redemption at the option of the shareholder.
• Redemption on fixed date.
• Restrictions on giving financial assistance.
• Transactions not prohibited by section 70.
• Restriction on subsidiary holding shares in holding company.
• Transfer not to be registered except on production of instrument of transfer.
• Transfer by legal representative.
• Registration of transfer at the request of transferor.
• Notice of refusal to register transfer.
• Certification of transfers.
• Duties of company with respect to issue of certificates.
• Certificate to be evidence of title.
• Evidence of grant of probate, &c.
• Right of debenture holders and shareholders to inspect register of debenture holders and to have copies of any trust deed.
• Directors prohibited from acting as trustees.
• Perpetual debentures.
• Power to reissue redeemed debentures in certain cases.
• Specific performance of contracts to subscribe for debentures.
• Meaning of "shareholder".
• Liability of shareholder.
• Liability for calls.
• Shareholders must agree to increase in liability.
• Exercise of powers reserved to shareholders.
• Exercise of powers by ordinary resolution.
• Powers exercised by special resolution.
• Shareholder may require company to purchase shares.
• Notice requiring purchase.
• Purchase by company.
• Purchase of shares by third party.
• Court may grant exemption.
• Court may grant exemption if company is insolvent.
• Alteration of shareholder rights.
• Shareholder may require company to purchase shares.
• Action not invalid.
• Registration of charges created by companies registered in Sri Lanka.
• Unregistered charges void in certain cases.
• Duty of company to register charges existing on property acquired.
• Register of charges to be kept by Registrar.
• Endorsement of certificate of registration on debentures.
• Entries of satisfaction and release.
• Rectification of register of charges.
• Copies of instruments creating charges to be kept by company.
• Company's register of charges.
• Review of Register of charges.
• Application of this Part to charges and property to be acquired by an overseas company.
• Registered office of a company.
• Change of registered office.
• Requirement to change registered office.
• Location of company records.
• Form of records.
• Inspection of records by directors.
• Inspection of company records by shareholders.
• Public inspection of company records.
• Manner of inspection.
• Copies of documents.
• Company to maintain share register.
• Place of share register.
• Stamp duties in case of shares registered in a register outside Sri Lanka.
• Index of shareholders.
• Power to close register.
• Power of court to rectify register.
• Trusts not to be entered on share register.
• Share register to be evidence.
• Annual return.
• Declaration and certificate to be sent by private company with annual return.
• Annual general meeting.
• Convening of extraordinary general meeting on requisition.
• Length of notice for calling meetings.
• Provisions as to meetings and votes.
• Power of court to order meeting.
• Representation of companies at meetings of other companies and of creditors.
• Proxies.
• Right to demand a poll.
• Voting on a poll.
• Circulation of shareholder's resolutions on requisition.
• Special resolutions.
• Resolution in lieu of meeting.
• Resolutions requiring special notice.
• Resolutions passed at adjourned meetings.
• Minutes of proceedings of meetings of shareholders and directors.
• Duty to keep accounting records.
• Place where accounting records are kept.
• Obligation to prepare financial statements.
• Contents and form of financial statements.
• Obligation to prepare group financial statements.
• Contents and form of group financial statements.
• Appointment of auditor.
• Auditor's fees and expenses.
• Appointment of partnership as auditor.
• Qualifications of auditors.
• Automatic reappointment.
• Appointment of first auditor.
• Replacement of auditor.
• Statement by person ceasing to hold office as auditor.
• Auditor to avoid conflict of interest.
• Auditor's report.
• Auditor's access to information.
• Auditor's attendance at shareholders' meeting.
• Obligation to prepare annual report.
• Sending of annual report to shareholders.
• Contents of annual report.
• Failure to send reports &.
• Registration of financial statements.
• Balance sheet date.
• Investigation of company's affairs on application of shareholders.
• Investigation of company's affairs in other cases.
• Power of inspectors to carry out investigation into affairs of related companies.
• Production of documents and evidence at investigation.
• Inspector's report.
• Proceedings on inspector's report.
• Expenses of investigation of company's affairs.
• Inspector's report to be evidence.
• Appointment and powers of inspectors to investigate ownership of company.
• Power to require information as to persons interested in shares or debentures.
• Power to impose restrictions on shares or debentures.
• Registrar's powers to verify assets and liabilities.
• Management of company.
• Major transactions.
• Delegation of powers.
• Duty of directors to act in good faith and in the interests of company.
• Directors to comply with Act and company's articles.
• Directors standard of care.
• Use of information and advice.
• Meaning of "interested".
• Disclosure of interest.
• Avoidance of transaction.
• Effect on third parties.
• Non- application of sections 192 and 193 in certain cases.
• Interested director may vote.
• Use of company information.
• Meaning of "relevant interest".
• Relevant interests to be disregarded in certain cases.
• Disclosure of share dealing by directors.
• Number of directors.
• Qualification of directors.
• Director's consent required.
• Appointment of first and subsequent directors.
• Appointment of directors to be voted on individually.
• Removal of directors.
• Director ceasing to hold office.
• Resignation of last remaining director.
• Validity of director's acts.
• Age limit for directors.
• Persons prohibited from managing companies.
• Court may disqualify directors.
• Proceedings of board.
• Remuneration and other benefits.
• Restrictions on loans to directors.
• Indemnity and insurance.
• Duty of directors on insolvency.
• Duty of directors on serious loss of capital.
• Secretary.
• Qualifications of secretary to be prescribed.
• Register of directors and secretaries.
• Oppression.
• Mismanagement.
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